Does release of the escrow amount under Regulation 15B(8) of the Buyback Regulations bar an independent inquiry into fraud under the PFUTP Regulations?

Securities and Exchange Board of India Act, 1992 — ss.15HA, 15HB, 15U, 15Z — SEBI (Buyback of Securities) Regulations, 1998 — Regulation 15B(8) — SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 — Regulations 3 and 4 — Buyback of shares — Escrow release does not bar independent fraud inquiry — SEBI (Buyback of Securities) Regulations, 1998 — Regulation 15B(8) — Escrow release does not bar PFUTP inquiry — Held: Release of the escrow amount under Regulation 15B(8) of the Buyback Regulations, upon satisfaction of its statutory exceptions, does not by itself bar an independent inquiry into fraud under the PFUTP Regulations, 2003, since the two inquiries operate in entirely different fields. (¶33) SEBI Act, 1992 — Departmental notings — Not a binding order — Held further: An internal departmental noting, such as SEBI's own Enforcement Department opinion doubting the fraud charge, carries no sanction of law as an effective order and cannot be treated as a binding determination absent communication as a final decision. (¶27) PFUTP Regulations, 2003 — Standard of proof — Balance of probabilities — Held further: Fraud under the PFUTP Regulations cannot be established on mere allegation or surmise; it must be proved on the balance of probabilities, and where no inducement of third parties is shown, the impugned device must admit of no explanation but fraud. (¶48) SEBI Act, 1992 — s.15Z — Remand to Securities Appellate Tribunal — Held further: Since the Securities Appellate Tribunal had not examined the disputed trading data or the contradiction in SEBI's own investigation reports, the matter is remanded to it for fresh adjudication confined to fraud alone, to be decided within six months. Appeals partly allowed. (¶¶57-59)